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Ravalgaon Sugar Farm Ltd.

BSE: 507300 Sector: Agri and agri inputs
NSE: RAVALSUGAR ISIN Code: INE615A01017
BSE 00:00 | 25 Jan 2290.10 79.05
(3.58%)
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2232.10

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2299.95

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NSE 05:30 | 01 Jan Ravalgaon Sugar Farm Ltd
OPEN 2232.10
PREVIOUS CLOSE 2211.05
VOLUME 14
52-Week high 3100.00
52-Week low 1630.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2232.10
CLOSE 2211.05
VOLUME 14
52-Week high 3100.00
52-Week low 1630.00
P/E
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ravalgaon Sugar Farm Ltd. (RAVALSUGAR) - Director Report

Company director report

Dear Members

Your Directors present the Eighty Fifth (85h) Annual Report together withthe Audited Financial Statement of the Company for the financial year ended 31st March2020.

1. FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year ended 31stMarch 2020 Year ended 31stMarch 2019
Sales and Other Income 1098.01 1143.94
Operating Profit (310.14) (520.55)
Less: Interest and Finance Charges 90.51 183.40
Less: Depreciation 20.32 96.59
Profit Before Exceptional Items (421.17) (800.54)
Exceptional Items: (37.05) 2455.45
Profit on Sales of Assets -
Profit Before Tax After Exceptional Items (458.22) 1654.91
Less: Provision for Tax:
Current Tax - 375.00
Deferred Tax Credit / (Debit) - (712.87)
Tax for Earlier Years (1.42) -
Profit/Loss After Tax (456.80) 1992.78
Add: Balance Brought Forward from Previous Year 1242.33 (3235.11)
Balance Available for Appropriation 556.84 1242.33
Appropriations: - -
Proposed Dividend - -
Corporate Dividend Tax - -
Transfer to General Reserve - -
Balance Carried to Balance Sheet 556.84 1242.33

2. OPERATIONS:

CONFECTIONERY: Sale of confectionery was 776 MT during the year under review ascompared to 853 MT during the previous period. The Company concentrated on brands such asPan Pasand Cheery Mango Mood Supreme Coffee Break etc. The Company's products facecompetition from many organized and unorganized players however the strong recognitionfor its brand helps it compete in a crowded market. The Company has been focused onexpanding distribution across urban and rural markets across the country.

3. DIVIDEND

Your Directors do not recommend any dividend on the equity shares for the year ended31st March 2020.

4. TRANSFER TO RESERVES

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

5. CHANGES IN NATURE OF THE BUSINESS IF ANY

There was no change in the nature of business or operations of the Company whichimpacted the financial position of the Company during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

i. The Directors and Key Managerial Personnel of the Company as on 31st March 2020 areas under:

Sr. No. Name Designation DIN
1. Mr. Harshavardhan B. Doshi Chairman and Managing Director 00688736
2. Mr. Moraad Fazalbhoy Independent Director 00022805
3. Mrs. Ramola Mahajani Independent Director 00613428
4. Dr. Madhav Welling Independent Director 08421953
5. Mr. Nihal Doshi Executive Director 00246749
6. Mr. Uday Kulkarni Non- Executive Director 01426653

ii. Director liable to retire by Rotation

In accordance with the provisions of Section 152(6) of the Act Mr. Uday Kulkarni Non-Executive Director (DIN: 01426653) will retire by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.

The Board recommends his re-appointment for the consideration of the Members of theCompany at the 85th Annual General Meeting (AGM). Brief profile of Mr. Uday Kulkarni formspart of the Notice convening the 85th Annual General Meeting.

8. INDEPENDENT DIRECTORS:

Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of independence laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 16(l)(b) of the SEBI Listing Regulations. There has been nochange in the circumstances affecting their status as Independent Directors during theyear under review.

The tenure of Mrs. Ramola Mahajani as an Independent Director expired on July 07 2020.Pursuant to the provisions of the Section 149(6) of the Companies Act 2013 she iseligible for re-appointment for second term. On the recommendation of the Nomination andRemuneration Committee at its meeting held on June 29 2020 the Board of Directors at itsmeeting held on June 292020 subject to approval of the shareholders have approved there-appointment of Mrs. Ramola Mahajani from July 08 2020 to July 07 2025 for the secondterm of five consecutive years.

The necessary resolution seeking approval of members for re-appointment of Mrs. RamolaMahajani as an Independent Director along with her brief profile is included in the noticeof the ensuing Annual General Meeting.

9. MEETINGS OF BOARD

Five meetings of the Board of Directors were held during the year. The Meetings wereheld on April 26 2019 May 28 2019 August 07 2019 November 12 2019 February 122020 respectively. The time gap between any two meetings did not exceed one hundred andtwenty days.

Sr. No. Name No. Of Board Meeting Attended
1. Mr. Harshavardhan B. Doshi 4
2. Mr. Moraad Fazalbhoy 3
3. Mrs. Ramola Mahajani 5
4. Dr. Madhav Welling 2
5. Mr. Nihal Doshi 3
6. Mr. Uday Kulkarni 3

10. COMMITTEES OF THE BOARD:

As on March 31 2020 the Board has constituted Three (3) Committees viz; AuditCommittee Nomination and Remuneration Committee and Stakeholder Relationship Committee.

i. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee as per section 177 of the CompaniesAct 2013 and regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The composition of the Audit committee is as follows :

Name Designation Nature of Directorship
Mr. Moraad Fazalbhoy Chairman Independent Director
Mrs. Ramola Mahajani Member Independent Director
Dr. Madhav Welling Member Independent Director
Mr. Nihal Doshi Member Executive Director

All the members have accounting or related financial management expertise and have theability to understand and analyze the financial statements. All the recommendations madeby the Audit Committee were accepted by the Board.

Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: Four (4)

Dates of Meetings: May 28 2019 August 07 2019 November 12 2019 February 12 2020.

ii. NOMINATION AND REMUNERATION COMMITTEE:

The constitution of the Nomination and Remuneration Committee is in compliance with theprovisions of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligation and Disclosure Requirements) Regulations 2015.

The Composition of the Nomination and Remuneration Committee is as follows:

Name Designation Nature of Directorship
Mrs. Ramola Mahajani Chairman Independent Director
Mr. Moraad Fazalbhoy Member Independent Director
Dr. Madhav Welling Member Independent Director

iii. STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee is constituted as per the provisions of Section178(5) of the Companies Act 2013 and Regulation 20 of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015.

The composition of the Stakeholders' Relationship Committee is as follows:

Name Designation Nature of Directorship
Mrs. Ramola Mahajani Chairperson Independent Director
Mr. Moraad Fazalbhoy Member Independent Director
Dr. Madhav Welling Member Executive Director

Meetings & Attendance:

The details of Meetings held during the year are as follows:

Number of Meetings: Four (4)

Dates of Meetings: May 28 2019 August 07 2019 November 12 2019 February 12 2020.

11. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Directors confirmthat:

a. In the preparation of Annual Accounts the applicable Accounting Standards have been followed and there have been no material departures from the same.
b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss account of the Company for that year.
c. Proper and sufficient care has been taken for maintaining adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
d. The Annual Accounts have been prepared on a going concern basis.
e. The company has followed a proper internal financial control and that such internal financial controls are adequate and were operating effectively.
f. A system has been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. PUBLIC DEPOSITS:

The total amount of fixed deposit as at 31st March 2020 was Rs. 7.20 lacs. There are nooverdue deposits except unclaimed deposits amounting to Rs. 7.20 lacs which is includedin the aforesaid total amount of Fixed Deposits. The Company is thankful to the FixedDeposit holders for their continued support. The company has not accepted any fixeddeposits from 1st April 2014.

13. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT-9 are annexedas Annexure "1" to this Report and the same is available on the website of theCompany at the web-link: www.ravalgaon.in.

14. CORPORATE GOVERNANCE

Since the Company's paid up equity share capital and Net worth was within thresholdlimit of Rs. 10 Crores and Rs. 25 Crores respectively as on the last day of the previousfinancial year i.e. as on March 31 2019 by virtue of Regulation 15 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the compliance with thecorporate governance provisions as specified in regulations 17 to 27 and clause (b) to (i)of sub-regulation (2) of regulation 46 and para C D and E of schedule V are notapplicable to the Company. Hence Corporate Governance does not form part of this Board'sReport.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure 2 to this Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is furnishedas Annexure 3.

17. REPORTING OF FRAUDS BY AUDITOR

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the Audit Committee under Section 143 (12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's report.

18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of Loan Guarantees and Investments covered under section 186 of theCompanies Act 2013 have been disclosed in Notes to the Financial Statement.

19. RELATED PARTY TRANSACTION

The Company has entered into transactions with related parties in accordance with theprovisions of the Companies Act 2013 and the particulars of the contracts or arrangementswith related parties referred to in Section 188 (1) as prescribed in Form AOC-2 isappended as Annexure 4 to the Report. Your Directors draw attention of the members to NoteNo. 32 to the financial statement which sets out related party disclosures.

20. EMPLOYEES PARTICULARS AND RELATED DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointmentand Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure "5" to this Report.

The details of the employee who was in receipt of the remuneration amounting to thelimits stipulated in Section 197(12) of the Act read with Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure "6" to this Report.

21. AUDITORS

a. STATUTORY AUDITORS

At the 84th Annual General Meeting of the Company held on September 27 2019 M/s.Patkar & Pendse Chartered Accountants (ICAI Firm Registration No. 107824W) wereappointed as Statutory Auditors of the Company for a period of 4 years from the conclusionof the 84th Annual General Meeting up to the conclusion of the 88th Annual GeneralMeeting.

The Statutory Auditor's Report to the Members on the Financial Statements of theCompany for the year ended March 31 2020 contains the following qualificationreservation or remarks:

1. No provision has been made for the present value of the accrued Gratuity Liability(net of funds lying with LIC of India) and valued actuarially by an independent actuary asat March 31 2020 amounting to Rs.276.63 lakhs (Previous year Rs.213.46 lakhs) whichconstitutes a departure from the Indian Accounting Standards on Employee Benefits (Ind.AS19) referred to in Section 133 of the Act.This liability is after accounting forprovision made during the earlier year Rs.75 lakhs. In our opinion this has acorresponding effect on the loss and Reserves and Surplus of the Company as at March 312020.

Management's Reply:

The present value of accrued Gratuity liability as determined by an Actuary as at 31March 2020 was Rs. 353.10lacs (Previous year Rs. 289.84 lacs). The balance lying in thecontributory fund with the Life Insurance Corporation of India (LIC) as at 31 March 2020is Rs. 1.47 lacs (Previous Year Rs. 1.39 lacs). Provision for gratuity made till 31 March2020 75 lacs (Previous year Rs.75 lacs). The net liability of Rs. 276.63 lacs as at yearend (Previous Year Rs. 213.46 lacs) has not been recognised in the Accounts as requiredunder the Ind AS 19 i.e. Employee Benefits notified by Companies (Accounts) Rules 2014.Consequently as against the charge to the profit and loss account of Rs. Nil (PreviousYear Rs. 75 lacs ) the expense determined by the Actuarial Valuation is Rs. 63.17 Lacs(Previous Year Rs.94.50 lacs). However the Company expects to meet this liability in duecourse with enhanced funding of the Contribution to L.I.C. or upon actual payment toemployees as has been done in earlier years.

b. COST AUDITORS

With reference to the Companies (Cost Records and Audit) Rules 2014 as prescribed bythe Central Government in Section 148 of the Companies Act 2013 the Company is notcovered under the rules of the Companies (Cost Records and Audit) Rules 2014 formaintenance of Cost records.

c. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. S. R. Padhye& Co. Practicing Company Secretary (CP No. 1559) was appointed to undertakeSecretarial Auditfor the financial year 2019-20. The Secretarial Auditor's Report isannexed as Annexure "7" to this Report.

The Secretarial Audit Report contains the following qualification reservation orremarks as follows:

i. During the year ended 31st March 2020 the company has not complied with provisionsof clauses (ii) and (iii) of sub section (1) of Section 203 of the Companies Act 2013.The company has now complied with provisions of clause (ii) of sub section (1) of Section203 of the Companies Act 2013 and Regulation 6(1) of SEBI (LODR) Regulations 2015 andthe company has appointed a qualified company secretary w.e.f. 29.06.2020. The Company hasalso complied with provisions of clause (iii) of sub section (1) of Section 203 of theCompanies Act 2013 and appointed a Chief Financial Officer w.e.f. 29.06.2020.

In view of this non-compliance a fine of Rs. 324500/- (inclusive of GST ofRs.49500/-) has been levied and the company has requested BSE to waive the said penalty.

ii. The company has received a show cause notice dated 29th November 2019 bearingnumber 17/1/2018/IEPFA/ INSPl/206(4)/SCN/lF4NF/WR/MUM/389 from IEPF Authority undersection 124(7) of Companies Act 2013 and rules made thereunder.

Management's Reply:

i. The company has now complied with provisions of clause (ii) of sub section (1) ofSection 203 of the Companies Act 2013 and Regulation 6(1) of SEBI (LODR) Regulations2015 and the company has appointed a qualified company secretary w.e.f. 29.06.2020. TheCompany has also complied with provisions of clause (iii) of sub section (1) of Section203 of the Companies Act 2013 and appointed a Chief Financial Officer w.e.f. 29.06.2020.

ii. The Company has requested vide its letters dated 3rd January 2020 and 14thFebruary 2020 for extension of time to comply with the provisions of the said section andrules of IEPF Authority. The company in consultation with its RTA M/s. Freedom RegistryLtd. has taken steps to identify the shareholders whose shares need to be transferred toIEPF Authority. The company has put up a notice on its website requesting the shareholdersto respond in connection with transfer of their shares to IEPF Authority in order tocomply with the provisions of section 124(6) of the Companies Act 2013.

22. SUBSIDIARY COMPANY / ASSOCIATE COMPANY / JOINT VENTURE

As on 31st March 2020 the Company does not have any subsidiary or joint venture orassociate company.

23. CODE OF CONDUCT

The Board has laid down a specific code of Conduct for all Board Members and SeniorManagement of the Company. All the Board Members and Senior Management Personnel haveaffirmed compliance with the Code on annual basis.

24. COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment including criteria for determiningqualifications positive attributes and independence of a Director as well as policyrelating to Remuneration of Key Managerial Personnel and other employees and other mattersas provided in Section 178(3) of the Act is appended as an Annexure 8 to this Report andthe same is uploaded on the website of the Company at the web-link:httD://www.ravaleaon.in/corporate/assets/Dolicies/remuneration-policv.pdf.

25. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS

The Company is in compliance with all the applicable standards issued by the Instituteof Company Secretaries of India.

26. RISK MANAGEMENT

The Company is in the process of setting up a system for management of risk associatedwith the orderly functioning of the Company.

27. INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears.

Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority.

The Company has transferred the unpaid or unclaimed dividends declared upto financialyears 2011-2012 from time to time on due dates to the IEPF established by the Governmentof India.

Further 376 corresponding shares on which dividend were unclaimed for sevenconsecutive years are transferred as per the requirements of the IEPF rules.

28. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operations was observed.

29. VIGIL MECHANISM

The Board of Directors had approved a policy on Whistle Blower/ Vigil Mechanism and thesame is uploaded on the website of the Company at the web-link:http://www.ravaleaon.in/coroorate/assets/oolicies/whistleblower-policv-vieil-mechanism.pdf

The mechanism enables the directors and employees to report their genuine concernsabout unethical behavior actual or suspected fraud or violation of the Company's code ofconduct and assures to provide adequate safeguards against victimization of the concerneddirector or employee. The employees and other stakeholders have direct access to theChairperson of the Audit Committee for lodging concerns if any for review.

Your Company affirms that no director/ employee has been denied access to theChairperson of the Audit Committee and that no complaints were received during the year.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

No case of sexual harassment was reported during the year.

31. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 13S of the Companies Act 2013 the company has established a CSRCommittee. However for the Financial Year ended March 2020 CSR Reporting is notapplicable to the company.

Your Directors take this opportunity to place on record their sincere appreciation forthe timely assistance and cooperation extended by Financial Institutions Company'sBankers and various Government Agencies / Bodies and look forward to receive theircontinued support. Your Directors also wish to place on record their appreciation for thecooperation extended / services rendered by the workmen staff executives dealerscustomers and all others concerned. Your Directors also express thanks to the shareholdersfor their support to and confidence reposed in the Company.

For and on behalf of the Board of Directors
Place: Mumbai Harshavardhan B. Doshi
Date: 31" July 2020 Chairman & Managing Director

.